Attached files
| file | filename |
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| EX-10.2 - EGPI FIRECREEK, INC. | v204783_ex10-2.htm |
| EX-10.1 - EGPI FIRECREEK, INC. | v204783_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): October 1, 2010
EGPI
FIRECREEK, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
|
000-32507
(Commission File Number)
|
88-0345961
(IRS Employer Identification No.)
|
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6564 Smoke Tree Lane, Scottsdale Arizona
(principal executive offices)
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85253
(Zip Code)
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(480)
948-6581
(Registrant’s
telephone number, including area code)
(Former
address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
EXPLANATORY NOTE
On
October 7, 20109, we filed with the Securities and Exchange Commission a Current
Report on Form 8-K. This Amendment No. 1 to our Current Report on
Form 8-K is being filed to correct information for Item 2.01 and adds an Exhibit
A1. The filing of this Form 8-K/A, Amendment No. 1, is not an
admission that our Form 8-K, when filed, knowingly included any untrue statement
of a material fact or omitted to state a material fact necessary to make the
statements made therein not misleading.
Except as
described herein, no other changes have been made to our Current Report on Form
8-K. We have not updated the disclosures in this Form 8-K/A,
Amendment No. 1, to speak as of a later date or to reflect events which occurred
at a later date, except as noted.
Item
2.01. Completion of Acquisition or
Disposition of Assets.
Effective
October 1, 2010, EGPI Firecreek, Inc. (“Purchaser” or “EGPI”) executed a
Securities Purchase / Exchange Agreement (“SPA”) with the owners
(“Sellers”) of Terra Telecom, LLC, an Oklahoma limited liability company,
located at 4510 South 86th East Ave, Tulsa, Oklahoma, 74145 (the “Company” or
“Terra”) to acquire all of the outstanding stock of Terra, and 100% of the total
LLC membership units existing thereof, (the Sellers, the Purchaser, and the
Company are collectively referred to herein as the “PARTIES”). All assets and
liabilities of the Company, other than information listed in the SPA are
considered to be transferred to the Purchaser. A copy of the Securities Purchase
/ Exchange Agreement was attached as an exhibit to our Current Report filed with
the Commission on October 7, 2010.
Effective
on December 6, the Registrant EGPI, the Subsidiary, and the Sellers agreed to
amend the SPA as follows:
1 Amendment to the Recitals of
the Agreement. Recital A, Recital C, Recital D, Recital E,
Paragraph 1.1 Purchase and Sale, Paragraph 1.2 are hereby amended as
follows:
.1 Recital
A of the Agreement is deleted and restated in its entirety as
follows:
“The
Sellers own all of the issued and outstanding ownership interests of the Company
and desire to exchange all of their interests in the Company for Common Stock of
Purchaser as set forth herein (the “Common Stock” or the
“Securities”)”
.2 Recital
C is stricken from the Agreement
.3 Recital
D of the Agreement is deleted and restated in its entirety as
follows:
“In
exchange for each of the Sellers’ ownership interest in the Company which in the
aggregate equal 100%, the Sellers’ shall each acquire upon the terms and
conditions stated in this Agreement, (i) that aggregate number of shares of
Common Stock set forth opposite such person’s name in column (3) on the
Schedule of Buyers attached hereto as Exhibit A”
.4 Recital
E of the Agreement is deleted and restated in its entirety as
follows:
“Contemporaneously
with the execution and delivery of this Agreement and in consideration for the
issuance of the Common Stock, the Sellers’ shall transfer 100% of the
unencumbered ownership interest in the Company owned by each of them, upon the
terms and conditions set forth herein”
.5 Paragraph
1.1 Purchase and Sale of the Agreement is amended to read as
follows:
2 Article
1 of the Agreement is amended as follows:
.1 Section
1.1 is deleted and restated in its entirety as follows:
1.1 “PURCHASE
AND SALE. Subject to the terms and conditions of this Agreement, the Sellers
each agree to exchange all of the outstanding ownership interests of the Company
owned by each of them (“MEMBER UNITS” or “UNITS” or “SHARES”)
for that aggregate number of shares of Common Stock set
forth opposite such person’s name in column (3) on the Schedule of
Buyers attached hereto as Exhibit A. The aggregate number of shares of Common
Stock reflected on Exhibit A is Thirty Million (30,000,000) which is hereinafter
referred to as the “Purchase Price”, subject to effects and adjustments
retroactively of a 1:50 reverse stock split of EGPI’s common stock effective on
November 9, 2010 (see Exhibit A1).
.2 Section
1.2 of the Agreement is deleted and restated in its entirety as
follows:
“1.2 Sellers’
Earn-Out
1.2.1 In
addition to the Purchase Price, the Sellers
shall, for a period of twenty-four
(24) months following the Closing Date (the "EARN-OUT TERM"), be
entitled to receive additional shares of Common Stock (the “Earn-out
Provision” or “Earn-out”) based upon the financial performance of the Company
set forth below:
1.2.1(a). If
as of January 1, 2013 (the “FIRST EARN-OUT DATE”) the average annual revenues of
the Company for the two (2) previous calendar years (i.e. the
calendar years ending January 1, 2012 and January 1, 2013 and which are
hereinafter referred to as the “First Earn Out Period”) is determined to be (the
“Revenue Determination”) not less than Twenty Million Dollars ($20,000,000) (the
“Revenue Milestone”) and the average EBITDA of the Company for the First Earn
Out Period is determined to be (the “EBITDA Determination”) not less than two
(2) million dollars ($2,000,000) (the “EBITDA Milestone”) then the Company
shall issue to the Sellers in the same proportion as appears on
Exhibit A, the amount of 30,000,000 shares of the Purchaser’s common
stock (the “First Earn Out Maximum”).. The Revenue Determination and the EBITDA
Determination shall be weighted equally and made within One Hundred and Twenty
(120) days following the end of the First Earn Out period and shall be made
according to GAAP by an independent certified public accounting firm acceptable
to the Parties the cost of which shall be split equally between Purchaser and
Sellers. In the event either the Revenues Determination or the EBITDA
Determination is less than either the Revenue Milestone or the EBITDA Milestone,
respectively then the First Earn Out Maximum shall be prorated giving equal
weight to Revenue and EBITDA. For example, if the Revenue Determination at the
First Earn-Out Date is $19,975,000.00 rather than $20,000,000.00, the quotient
obtained by dividing $19,975,000.00 by $20,000,000.00 is 0.9988. The
weighted quotient for revenue obtained is .4994. If the EBITDA Determination at
the First Earn-Out Date is $1,875,000.00 rather than $2,000,000.00, the quotient
obtained by dividing $1,875,000.00 by $2,000,000.00 is 0.9375. The
weighted quotient for EBITDA obtained is .4688. The sum of the weighted quotient
for revenue and EBITDA is .9681. The 30,000,000 number of shares of the EGPI
Common Stock will then be multiplied by 0.9681 with a result of
29,043,750. Thereafter, 956,250 number of shares of the EGPI Common Stock
will then remain issuable upon the Company meeting the performance criteria
outlined below for the Second Earn-Out Date.
1.2.1(b). If
the performance criteria in section.1.2.1 (a) is not met for the First Earn-Out
Period, then on January 1, 2014 (“SECOND EARN-OUT DATE”) Sellers shall have the
opportunity to earn any remaining amount of the First Earn Out Maximum as
follows: if as of the Second Earn Out Date the average annual revenues of the
Company for the three (3) previous calendar years (i.e. the calendar
years ending January 1, 2012, January 1, 2013 and January 1, 2014 and which are
hereinafter referred to as the “Second Earn Out Period”) is determined to be
(the “ Second Revenue Determination”) not less than Thirty Million Dollars
($30,000,000) (the “Second Revenue Milestone”) and the average EBITDA of the
Company for the Second Earn Out Period is determined to be (the “Second EBITDA
Determination”) not less than three (3) million dollars ($3,000,000) (the
“Second EBITDA Milestone”) then the Company shall issue to the
Sellers in the same proportion as appears on Exhibit A, the remainder of the
First Earn Out Maximum. The Second Revenue Determination and the Second EBITDA
Determination shall be weighted equally and made within One Hundred and Twenty
(120) days following the end of the Second Earn Out period and shall be made
according to GAAP by an independent certified public accounting firm acceptable
to the Parties the cost of which shall be split equally between Purchaser and
Sellers.
1.2.1(c) Adjustment
for Stock Splits, Stock Dividends, Recapitalizations, Etc. The Number
of Shares issuable under this Section shall be appropriately adjusted to reflect
any stock dividend, stock split, and combination of shares, reclassification,
recapitalization or other similar event affecting the number of outstanding
shares of stock or securities.
3 Amendment to Article 8 of
the Agreement. Section 8.4 of the Agreement is deleted and restated in its
entirety as follows:
“Purchaser shall have
delivered to Sellers the Common Stock constituting the Purchase Price, at
Closing.
4 Amendment
to Section 12.3 of the Agreement. The following is added to Section
12.3
“EBITDA”
shall mean Earnings Before Interest Taxes Depreciation and Amortization in
accordance with GAAP.
A copy of
amendment number one to the Securities Exchange / Purchase Agreement is attached
hereto as an Exhibit.
Item 9.01 Financial
Statements and Exhibits.
(a) Financial
Statements of Business Acquired.
It is not
practicable to file the required historical financial statements of EGPI
Firecreek, Inc., a Nevada corporation (the “registrant”), and Terra Telecom, LLC
a company formed and existing under the laws of the State of Oklahoma (the newly
acquired “Subsidiary”) at this time. Accordingly, pursuant to Item
9.01(a)(4) of Form 8-K, the registrant will file such financial statements under
cover of Form 8-K/A as soon as practicable, but not later than the date required
by applicable law.
(b) Pro
forma financial information.
It is not
practicable to file the required pro forma financial statements of EGPI
Firecreek, Inc., a Nevada corporation (the “registrant”), and Terra Telecom,
LLC, a company formed and existing under the laws of the State of Oklahoma (the
newly acquired “Subsidiary”). Accordingly, pursuant to Item 9.01(b)(2) of Form
8-K, the registrant will file such financial statements under cover of Form
8-K/A as soon as practicable, but not later than the date required by applicable
law.
(c) Shell
company transaction. Not applicable.
(d) Exhibits.
The
following exhibits are filed herewith:
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Exhibit No.
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Identification of Exhibit
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10.1
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Amendment
Number One to Stock Purchase (Securities Exchange) Agreement with the
Stockholders of Terra Telecom, LLC
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10.2
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Exhibit
A and A1, to the Securities Purchase Agreement with the Owners of Terra
Telecom, LLC
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
December 6, 2010
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EGPI
FIRECREEK, INC.
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By
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/s/
Dennis R. Alexander
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Dennis
R. Alexander, Chief Executive Officer
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